Taisun 'l : The Company announces the resolution of the board of directors for the adoption of merger, delisting and termination of public offering.

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Provided by: Taisun Int??l (Holding) Corp.
SEQ_NO	5	Date of announcement	2022/08/17	Time of announcement	20:50:06
Subject	The Company announces the resolution of the board of directors for the adoption of merger, delisting and termination of public offering.
Date of events	2022/08/17	To which item it meets	paragraph 11
Statement	1.Type of merger and acquisition (e.g.merger, spin-off, acquisition, or share transfer):Merger 2.Date of occurrence of the event:2022/08/17 3.Names of companies participating in the merger and acquisition (e.g., name of the other company participating in the merger, newly established company in a spin-off, acquired company, or company whose shares are transferred): Taisun Int'l (Holding) Corp. ("Company"), NHTC Unison Holding Limited and NHTC Unison Company Limited ("NHTC Unison Company Limited is NHTC Unison Holding Limited's wholly-owned subsidiary"). 4.Trading counterparty (e.g., name of the other company participating in the merger, company spinning off, or trading counterparty to the acquisition or share transfer): NHTC Unison Holding Limited and NHTC Unison Company Limited ("NHTC Unison Company Limited is NHTC Unison Holding Limited's wholly-owned subsidiary"). 5.Whether the counterparty of the current transaction is a related party:Yes 6.Relationship between the trading counterparty and the Company (investee company in which the Company has re-invested and has shareholding of XX%), explanation of the reasons for the decision to acquire from or transfer shares to an affiliated enterprise or related party, and whether it will affect shareholders' equity: Chao-Rong Tai, a representative of Everlink Overseas Inc., a director of the Company, will make capital contribution to the counterparty, NHTC Unison Holding Limited, through a company held by him. The transaction price has been considered fair and reasonable by the independent expert in their fairness opinion and has been approved by the audit committee. The audit committee held the transaction price and conditions of the transaction fair and reasonable. The merger is conducted in accordance with the Merger Agreement, Company Law of the Cayman Islands and relevant applicable laws and regulations; the interest of shareholders should not be affected. 7.Purpose of the merger and acquisition:To privatize the Company and improve the operational performance. 8.Anticipated benefits of the merger and acquisition: After the privatization, Company will be able to adopt a more flexible development strategy to pursue long-term corporate value enhancement, which will further lead Company to a more international direction. NHTC Unison Holding Limited is an entity led and established by North Haven Thai Private Equity L.P. ("NHTPE"), a private equity fund managed by Morgan Stanley Private Equity Asia ("MSPE Asia"), which is established in 1993 and is one of the leading private equity managers in APAC region. After the completion of the merger, Company will leverage MSPE Asia's global resources, brand, capabilities and network to work with the Company's management and employees to operate and develop the business and continue to deepen and expand the international market. 9.Effect of the merger and acquisition on net worth per share and earnings per share: Upon completion of the merger, the Company will become a wholly-owned subsidiary of NHTC Unison Holding Limited and the merger has no impact on the net value per share and earnings per share of the Company. 10.Follow-up procedures for mergers and acquisitions, including the time and method of payment of the consideration for mergers and acquisitions, etc.: The consideration of the merger will be in cash at NT$ 85 per share. Company will simultaneously apply to be delisted from the Taipei Exchange and apply to cease its status as a public company from Financial Supervisory Commission. 11.Types of consideration for mergers and acquisitions and sources of funds: The merger consideration will be cash and the source of funds will be self-funded. 12.Share exchange ratio and calculation assumptions: NHTC Unison Holding Limited will pay a cash consideration of NT$ 85 per share to all shareholders of the Company to acquire 100% of Company's ordinary shares. An independent expert from BDO Taiwan CPA Firm (立本台灣聯合會計師 事務所) has issued an independent expert's fairness opinion on the cash consideration. 13.Whether the CPA, lawyer or securities underwriter issued an unreasonable opinion regarding the transaction:No. 14.Name of accounting, law or securities firm:BDO Taiwan CPA Firm (立本台灣聯合會計師事務所) 15.Name of CPA or lawyer:CPA Shu-Cheng Chang (張書成) 16.Practice certificate number of the CPA: (86) Tai-Tsai-Cheng (6) no. 74537 17.The content of the independent expert opinion on the reasonableness of the share exchange ratio, cash or other assets allotted to shareholders in this merger and acquisition: The cash consideration of the merger is NT$ 85 per ordinary share, and the evaluation record date is 5 August 2022. After considering the operation status of the Company and adopting several evaluation approaches including "the comparable company peers approach", "the comparable transactions approach", and "the market value approach", the independent expert decided in the fairness opinion by electing the market value approach, which is the intersection of each approach, as the ultimate evaluation approach that the reasonable price per share of the Company should range from NT$ 82.7 to NT$ 88.8, and thus the cash consideration of the merger should be reasonable. 18.Estimated date of completion: The merger record dates is tentatively scheduled for December 26, 2022, and the Company will propose to its shareholders meeting for authorizing the chairman or her/his designated person of each party to negotiate with one another to make adjustments and announce accordingly, if needed. 19.Matters related to the assumption of corporate rights and obligations of the dissolving company (or spin-off) by the existing or newly-established company: Upon completion of the merger, NHTC Unison Company Limited will be the dissolved company, and the Company will be the surviving company and a wholly-owned subsidiary of NHTC Unison Holding Limited. 20.Basic information of companies participating in the merger: (1)The Company's product lines include baby diapers, adult incontinence products, lady sanitary napkins, and wet tissues, etc., and is one of the leading manufacturers of personal hygiene and care products in Asia, with products exported to over 20 countries in Southeast Asia, West Africa, the South Indian Ocean, Australia, Oceania and the Americas. The Company's group operations are headquartered in Ho Chi Minh City of Vietnam, with a production base and logistics centre there, which will remain unchanged after the completion of the merger. (2)NHTC Unison Holding Limited is an entity led and established by NHTPE, a private equity fund managed by MSPE Asia, which is established in 1993 and is one of the leading private equity managers in APAC region. 21.Matters related to the spin-off (including estimated value of the business and assets planned to be transferred to the existing company or new company.The total number of shares to be acquired by the spun-off company or its shareholders, and their respective types and no.Matters related to the reduction, if any, in capital of the spun-off company)(note: not applicable for announcements unrelated to spin-offs):N/A. 22.Conditions and restrictions for future transfer of shares resulting from the merger and acquisition: No. 23.The plan after the merger and acquisition is completed: Upon the completion of the merger, Company will become a wholly-owned subsidiary of NHTC Unison Holding Limited. Therefore, Company contemplates to apply to Taiwan Exchange for delisting of shares and to the Financial Supervisory Commission for ceasing the status as a public company in accordance with applicable laws and regulations. The Company is a company incorporated under Cayman Islands Company Law, and thus after delisting its shares and ceasing the status as a public company, the Company will only be governed by Cayman Islands laws. 24.Other important terms and conditions:No. 25.Other major matters related to the mergers and acquisitions:No. 26.Any objections from directors to the transaction:No. 27.Information on interested directors involved in the mergers and acquisitions: (1) Name of director: Everlink Overseas Inc. (company representative: Chao-Rong Tai, holding approximately 43.05% of the shares.) -1 Material contents of the interest of the director or the legal person represented by the director: Chao-Rong Tai, the representative of Everlink Overseas Inc., a director of the Company, will contribute to 24.2% of the capital of NHTC Unison Holding Limited through a company established by him. The merger is intended to enhance Company's operation and strengthen its competitiveness, and thus the participation of Everlink Overseas Inc. in the discussion and voting of this merger is not likely to harm the interests of Company and its shareholders rights since the merger is in the best interest of Company. Nonetheless, the representative of Everlink Overseas Inc. decided to voluntarily refrain from discussion and voting of the merger to ensure the objectivity of the resolution. -2 Reasons for recusal: Did not participate in the discussion and voting. -3 Reasons for agreeing or disagreeing with the merger resolution: Did not participate in the discussion and voting. (2). Name of director: KT Look Int'l Inc.（company representative: Le Thi Thanh Hien, holding approximately 21.75% of the shares.） -1 Material contents of the interest of the director or the legal person represented by the director: KT Look Int'l Inc. has agreed to support the merger. The merger is intended to enhance Company's operation and strengthen its competitiveness, and thus the participation of KT Look Int'l Inc. in the discussion and voting of this merger is not likely to harm the interests of Company and its shareholders rights since the merger is in the best interest of Company. Nonetheless, the representative of KT Look Int'l Inc. decided to voluntarily refrain from discussion and voting of the merger to ensure the objectivity of the resolution. -2 Reasons for recusal: Did not participate in the discussion and voting. -3 Reasons for agreeing or disagreeing with the merger resolution: Did not participate in the discussion and voting. 28.Whether the transaction involved in change of business model:No. 29.Details on change of business model:N/A. 30.Details on transactions with the counterparty for the past year and the expected coming year:No. 31.Source of funds:shareholders of NHTC Unison Holding Limited. 32.Any other matters that need to be specified: (1)Company's audit committee has appointed BDO Taiwan CPA Firm (立本台灣聯合會計師事務所) as the independent expert to provide a fairness opinion regarding reasonableness of the fair value and merger consideration. According to the independent expert opinion, the merger consideration of this merger is NT$ 85 per ordinary share, which falls within the estimated price range of per Company's ordinary share from NT$ 82.7 to NT$ 88.8 from the independent expert's evaluation of reasonableness dated 5 August 2022 (evaluation record date). The merger was approved by the Company's audit committee in accordance with Paragraphs 1 and 2, Article 6 of the Business Mergers and Acquisitions Act and Article 63.4 of the Article of Incorporation of the Company, and its audit report has been submitted to and approved by the board of directors. (2)The applicable law of the merger The reverse triangle merger of the present merger was carried out in accordance with the laws of the Cayman Islands, and the transaction is substantially equivalent to "share exchange" under Taiwanese law. The merger was conducted in accordance with Part XVI of the Companies Act (2022 Revision) of the Cayman Islands. (3)Subject to the approval of Company's shareholders meeting and the approval of shareholders holding at least two-thirds of all issued and outstanding shares, each of Company's ordinary share will be cancelled in exchange for the merger consideration at NT$ 85 on the merger record date pursuant to the Merger Agreement. Company will be the surviving company and NHTC Unison Company Limited, NHTC Unison Holding Limited's wholly-owned subsidiary ("Merger Subsidiary") will be the dissolved company. The Company will become a wholly-owned subsidiary of NHTC Unison Holding Limited. (4)The merger effective dates is tentatively scheduled for 26 December 2022 and the Company will propose to its shareholders' meeting for authorizing the chairman or her/his designated person of each party to negotiate with one another to make adjustments and announce accordingly, if needed. Company plans to apply to the Taipei Exchange for delisting its shares on the merger effective date and to apply to the Financial Supervisory Commission for ceasing its status as a public company in accordance with the relevant regulations upon the approval of the shareholders' meeting of the merger and related proposals and obtaining approval from relevant authorities. (5)The conditions precedent to this merger include: (A) the shareholders' meeting of Company, the Holding Company and the Merger Subsidiary all approve the merger; (B) the Company has obtained the approval to delist from the Taiwan Exchange and the approval to cease the status as a public company from the Financial Supervisory Commission ; (C) there are no provisional injunctions or other decisions or orders from any courts of jurisdictions, or laws or orders issued by government authorities that restrict, prevent, prohibit, or otherwise materially limit the completion of the merger; (D) no material adverse change in the Company and its subsidiaries; (E) matters for which third party consent is required under the Company's relevant contracts; (E) resignation letters for directors of the Company and directors of each subsidiary; and (F) the management of the Company and its subsidiaries have agreed to remain in the positions. The longstop date for the merger is 30 June 2023, unless otherwise extended in writing by both parties, where any of the conditions precedent is not satisfied or waived (if applicable) by the longstop date, either party may terminate the Merger Agreement by a written notice to the other party. (6)For the purpose of facilitating the subsequent relevant matters, the Company contemplates to propose to the shareholders' meeting for approval of the merger, the Merger Agreement (including the Plan of Merger), the applications to the Taipei Exchange for delisting of shares and to the Financial Supervisory Commission for ceasing the status as a public company, and approval of the board of directors' authorizing the chairman or its designated person in its sole discretion to attend to all matters relevant to the merger on behalf of Company, including but not limited to the preparation, negotiation or amendment of the merger and relevant documents and the application to delist from Taiwan Exchange and to cease the status as a public company, filing or reporting to the competent authorities in accordance with applicable laws, handling other matters related to the merger; deciding the merger record date of the merger, executing or adjusting the subsequent matters of the merger or matters related to closing and delisting, and adjusting relevant matters of the merger in accordance with applicable laws and regulations, rulings of competent authorities or as required by the actual needs. (7)The merger and the exercise of dissenting shareholders' rights are governed by the laws of the Cayman Islands. The procedures for shareholders to exercise the right of first refusal is as follows: -1. The provisions of the current Articles of Incorporation and the Merger Agreement regarding shareholders' exercise of the right of first refusal are as follows: A. A shareholder may express dissent in writing or in a recorded statement prior to or during the shareholders meeting and abstain from voting. In accordance with Article 28 of the Company's Articles of Incorporation, the aforementioned dissenting shareholder may, within 20 days immediately following the date on which the shareholders meeting approves the merger, demand the Company to purchase their shares in writing. If Company and a dissenting shareholder fail to agree on the share purchase price within 60 days immediately following the date on which the shareholders resolution of approving the merger is made, the Company shall pay the dissenting shareholder a price it deems fair in accordance with Article 28 of the Company's Articles of Incorporation prior to the closing date and cancel the shares held by such dissenting shareholder prior to the closing date in accordance with Article 28 of the Company's Articles of Incorporation. Within 30 days from the date on which the above-mentioned 60-day period expires, Company shall then file a petition where all dissenting shareholders who have not reached agreement with Company as counterparty with the Taipei District Court for the determination of the price of such shares. -2. The main points of Section 238 of the Cayman Islands Companies Law 2022 Revision (the "Cayman Islands Companies Law") are summarized as follows:： A. A dissenting shareholder shall express dissent in writing or in a recorded statement prior to or during the shareholders' meeting and abstain from voting. B. Where the shareholders' meeting approves the merger, within 20 days immediately following the date on which the dissenting shareholders are given the notice of the result of the shareholders' meeting, such shareholders shall each give a written notice to the Company confirming their decisions to dissent and to demand for payment of the fair price of their shares. C. Within the later of (i) the expiration of the statutory dissenting period, or (ii) 7 days after the filing of the plan of amalgamation in respect of the Merger with the Cayman Authorities, the Company will send a written notice to the dissenting shareholder providing an offer by the Company to purchase the dissenting shareholder's shares at a price which the Company considers to be a fair price for the shares, and if the parties agree on the price of the shares within 30 days of the dispatch of such notice, the Company will purchase the dissenting shareholder's shares at that price. D. If Company and the dissenting shareholders fail to agree on the fair price by the said 30-day period, within 20 days immediately following the date on which the period of 30 days as specified in the above sub-section (iii) lapsed, the dissenting shareholders may file a petition with the Cayman Islands court for a determination of the fair price of the shares. -3. For questions regarding the procedures of exercising dissenting rights, please contact Company's stock register and transfer agent, Mega Securities (TEL: [phone]). (8)Where there are questions regarding the relevant laws and regulations of Taiwan and of the Cayman Islands, shareholders are advised to consult his/her lawyers to ensure the rights and interests thereof.